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Polish citizenship guide

 
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Companies

There are two types of companies under the Polish law:

  • limited liability company,
  • joint-stock company.

Companies have the so-called legal personality, namely they are independent legal entities and they may acquire rights and incur obligations in their own name (for example, if a company buys a real property, machine, etc., then it becomes the property of the company and not its individual shareholders). One of the most important features of these companies lies in the fact that the shareholders are not liable for the obligations of the company – the company itself bears such liability. The company’s asset liability also applies to taxes – the company is the taxpayer and it bears liability for its tax obligations. The company has its own assets, separate from the assets of the shareholders (even if it is a one-man limited liability company, namely a company that has only one shareholder). If, therefore, a limited liability company has a debt, it pays it off only from its own assets (and not from the assets of shareholders).

When setting up a company, it must be provided with adequate capital by the shareholders (it may be money or assets, such as real estate, machinery, car, etc.). Money or items brought by the shareholders are called “contributions” to the company. Shareholders’ contributions form the capital of the company. In exchange for their contributions, shareholders receive shares. Based on these shares, shareholders may exercise their rights in the company. Such rights are in particular:

  • the right to a part of the profits in the company if the company gains such a profit,
  • the right to vote at the shareholders meeting,
  • the right to convene the shareholders meeting.

Companies are represented and managed by its body – the management board (and not by shareholders, although shareholders can be board members). Companies may also be set up by legal persons, namely for example by other companies.

The composition of the shareholders can be changeable – shares in a limited liability company or in a joint-stock company may be sold, donated, or inherited, etc. Such changes do not affect the existence and continuation of the company’s activity (unlike in partnerships).